LIVE OAK BANCSHARES, INC.

2015 OMNIBUS STOCK INCENTIVE PLAN

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of November 30, 2016 (the “ Date of Grant ”), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the “ Company ”), and [NAME] (the “ Grantee ”). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company’s 2015 Omnibus Stock Incentive Plan (as amended from time to time, the “ Plan ”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

NOW, THEREFORE, in consideration of the foregoing and Grantee’s continued provision of valuable services as an employee of the Company, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Units . Effective as of the Date of Grant, the Company grants the Grantee [#######] Restricted Stock Units (the “ Units ”) subject to the provisions of this Agreement and the Plan. Each Unit is subject to settlement into one share of Common Stock (a “ Share ”) that will be delivered to Grantee pursuant to this Agreement when and if such Unit becomes vested in accordance with this Agreement.

2.      Condition to Vesting and Settlement of Units . This award of Units is conditioned upon Grantee’s execution of a Confidentiality and Non-Solicitation Agreement in the form attached hereto as Exhibit A . In the event that Grantee fails to execute and return such Confidentiality and Non-Solicitation Agreement, then this Agreement is void and the Units will not be issued.

3.      Vesting; Forfeiture . The Units are unvested when granted and will vest as described on Exhibit B , the terms of which are incorporated herein by reference.

4.      Effect of Termination of Continuous Service . In the event of the termination of Grantee’s Continuous Service, all Units that are not vested will be immediately and automatically forfeited except as expressly provided on Exhibit B.

5.      Delivery of Shares to Settle Units . When Units become vested as provided in Section 3, the vested Units will be settled by delivering to Grantee the number of Shares equal to the number of vested Units, subject to the following provisions.

(a)      Delivery of the Shares will be made as soon as practicable after the date on which the Units vest, provided that the Company may provide for a reasonable delay in the delivery of the Shares to address tax and other administrative matters, and provided further that delivery of the Shares will occur no later than two and one-half months following the conclusion of the year in which the vesting occurs.

(b)      Subject to the conditions described herein, as soon as practicable after the date on which the Units vest, the Company will, at its election, either: (i) issue a certificate representing the Shares deliverable pursuant to this Agreement; or (ii) not issue any certificate representing the Shares deliverable pursuant to this Agreement and instead document the Grantee’s interest in the Shares by registering such Shares with the Company’s transfer agent (or another custodian selected by the Company) in book­entry form in the Grantee’s name.

(c)      No Shares will be issued pursuant to this Agreement unless and until all then-applicable requirements imposed by U.S., foreign, and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met, and the Company may condition the issuance of Shares pursuant to this Agreement on the Grantee’s taking any reasonable action to meet those requirements. The Company may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of the same class are then listed, and under any blue sky or other securities laws applicable to those shares.

6.      Rights as a Shareholder . The Units represent a right to payment from the Company if the conditions of the Agreement are met and do not give the Grantee ownership of any Common Stock prior to delivery as provided in Section 5. Grantee will not have any rights and/or privileges of a stockholder of the Company with respect to the Units prior to such delivery, but Grantee will have all rights associated with the ownership of the Shares upon such delivery.

7.      Non-Transferability of the Units . The Units and the right to payment under this Agreement are not transferable, and may not be sold, exchanged, transferred, pledged, hypothecated, encumbered or otherwise disposed of except by the laws of descent or distribution, or as otherwise provided by the Plan. Any purported transfer of the Units or the right to payment under this Agreement not in compliance with the preceding sentence is null and void and will not be given effect.

8.      Tax Consequences . Grantee acknowledges that Grantee understands the federal, state, local, and foreign tax consequences of the award of the Units and the provisions of this Agreement. Grantee is relying solely on the advice of Grantee’s own tax advisors and not on any statements or representations of the Company or any of its agents in connection with such tax consequences. Grantee understands that Grantee (and not the Company nor any Related Entity) will be responsible for Grantee’s own tax liability that may arise as a result of the granting, vesting, and/or settlement of the Units (or otherwise in connection with this Agreement).

9.      Withholding Obligations . As a condition to delivery of the Shares, the Grantee hereby authorizes the Company to withhold from the Shares deliverable under this Agreement a number of Shares with a Fair Market Value (measured as of the date tax withholding obligations are to be determined) equal to the federal, state, local and foreign tax withholding obligations of the Company or a Related Entity, if any, provided, however, that the number of such Shares so withheld will not exceed the amount necessary to satisfy the Company’s (or a Related Entity’s) required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. In the event that the Administrator determines in its discretion that such withholding of Shares is not permitted pursuant to the Applicable Laws, the rules and regulations of any regulatory agencies having jurisdiction over the Company, or the rules of any exchanges upon which the Shares may be listed, then the Administrator may, in its discretion, make alternative arrangements for satisfying the Company’s (or a Related Entity’s) withholding obligations, utilizing any method permitted by the Plan, including but not limited to requiring Grantee to tender a cash payment or withholding from salary or other compensation payable to Grantee.

10.      Application of Section 409A of the Code . The parties intend that the delivery of Shares in respect of the Units provided under this Agreement satisfies, to the greatest extent possible, the exemption from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “ Section 409A ”) provided under Treasury Regulations Section 1.409A-1(b)(4) (or any other applicable exemption), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the delivery of Shares in respect of the Units provided under this Agreement will be conducted, and this Agreement will be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding taxes or penalties under Section 409A. The parties further intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent that (a) one or more of the payments received or to be received by Grantee pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (b) Grantee is a “specified employee” within the meaning of Section 409A, then solely to the extent necessary to avoid the imposition of any additional taxes or penalties under Section 409A, the commencement of any payments under this Agreement will be deferred until the date that is six months following the Grantee’s termination of Continuous Service (or, if earlier, the date of death of the Grantee) and will instead be paid on the date that immediately follows the end of such six-month period (or death) or as soon as administratively practicable within thirty (30) days thereafter. The Company makes no representations to Grantee regarding the compliance of this Agreement or the Units with Section 409A, and Grantee is solely responsible for the payment of any taxes or penalties arising under Section 409A(a)(1), or any state law of similar effect, with respect to the grant or vesting of the Units or the delivery of the Shares hereunder.

11.      Clawback . Grantee acknowledges and agrees all compensation payable pursuant to this Agreement will be subject to forfeiture and repayment pursuant to (i) the Company’s compensation recovery, “clawback” or similar policy, if any, as may be in effect from time to time, or (ii) any compensation recovery, “clawback” or similar policy made applicable by law, including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed, as may be in effect from time to time (the policies described in clauses (i) and (ii) collectively, the “ Policy ”). In the event that Grantee receives compensation hereunder that is subject to forfeiture or repayment under such Policy, then Grantee will, upon the written request of the Administrator and in the Administrator’s sole discretion, forfeit and repay to the Company all amounts subject to repayment under the Policy. In addition, Grantee agrees to reimburse the Company with respect to the Units to the extent required under Section 304 of the Sarbanes-Oxley Act of 2002 or as otherwise required by law.

12.      Adjustments . All references to the number of Units will be appropriately adjusted to reflect any stock split, stock dividend, or other change in capitalization that may be made by the Company after the date of this Agreement, as provided in Section 13 of the Plan.

13.      Electronic Delivery . Grantee hereby consents to receive documents related to the Units and any other Awards granted under the Plan by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout until withdrawn in writing by Grantee.

14.      Data Privacy . Grantee acknowledges that the Company holds certain personal information about him/her, including, but not limited to, name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, details of the Units and any other entitlement to Shares awarded, cancelled, exercised, vested or unvested. Grantee consents to the collection, use and transfer (including but not limited to transfers to parties assisting in the implementation, administration and management of the Plan), in electronic or other form, of such personal data for the purpose of implementing, administering, and managing Grantee’s participation in the Plan.

15.      No Right to Continued Service . Neither this Agreement nor the award of the Units will confer upon the Grantee any right to continued employment or other service with the Company or a Related Entity, nor interfere in any way with the right of the Company or any Related Entity to terminate the Continuous Service of Grantee.

16.      Binding Effect . This Agreement is binding upon and inures to the benefit of Grantee and Grantee’s heirs, executors, and personal representatives, and the Company and its successors and assigns.

17.      Multiple Originals . This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Agreement.

18.      Notices . Any notice, demand or request required or permitted to be given pursuant to the terms of this Agreement must be in writing and will be deemed given when delivered personally, one day after deposit with a recognized international delivery service (such as FedEx), or three days after deposit in the U.S. mail, first class, certified or registered, return receipt requested, with postage prepaid, in each case addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may designate by notifying the other in writing.

19.      Choice of Law; Venue . This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina, without giving effect to the choice of law rules of any jurisdiction. The parties agree that any litigation arising out of or related to the Units or this Agreement will be brought exclusively in any state or federal court in New Hanover County, North Carolina. Each party (i) consents to the personal jurisdiction of said courts, (ii) waives any venue or inconvenient forum defense to any proceeding maintained in such courts, and (iii) agrees not to bring any proceeding arising out of or relating to this Agreement in any other court.

20.      Modification of Agreement; Waiver . This Agreement may be modified, amended, suspended, or terminated, and any terms, representations or conditions may be waived, but only by a written instrument signed by each of the parties hereto, except as otherwise provided in the Plan. No waiver hereunder will constitute a waiver with respect to any subsequent occurrence or other transaction hereunder or of any other provision hereof.

21.      Severability . The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

22.      Entire Agreement . This Agreement, along with the Plan, constitutes and embodies the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and there are no other agreements or understandings, written or oral, in effect between the parties hereto relating to the matters addressed herein.

23.      Grantee’s Acknowledgements . Grantee hereby acknowledges receipt of a copy of the Plan and the Company’s prospectus covering the Shares issued pursuant to the Plan (the “ Prospectus ”). Grantee has read and understands the terms of this Agreement, the Plan, and the Prospectus. The Units are subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and are further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has hereunto set the Grantee’s hand and seal, all as of the day and year first above written.

COMPANY :

Live Oak Bancshares, Inc.

By:                         

Name:                         

Title:                         

Address:    1741 Tiburon Drive

Wilmington, NC 28403

CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT

THIS CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made this November 30, 2016 by and between Live Oak Banking Company, a North Carolina banking corporation (the “ Company ”) and [EMPLOYEE NAME] (“ Employee ”). (The Company and Employee are sometimes referred to herein each as a “ Party ” and together as the “ Parties .”)

WHEREAS, the Company wishes to employ or to continue to employ Employee to perform services and duties for the Company subject to the terms and conditions set forth herein; and

WHEREAS, Employee wishes to become employed or to continue to be employed by the Company and is willing to agree to the terms and conditions set forth herein; and

WHEREAS, Employee understands that this Agreement is reasonably necessary for the protection of the Company’s business; and

WHEREAS, in consideration of Employee’s obligations hereunder, the Company is providing Employee with one or more of the following form(s) of consideration:

    

NOW, THEREFORE, in consideration of the employment or continued employment of Employee with the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Employment At-Will; Survival of Obligations . Employee acknowledges and agrees that, unless provided in a separate written employment agreement signed by both Parties, Employee’s employment relationship with the Company is “at will,” and this Agreement does not in any way alter Employee’s “at-will” status or limit the Company’s or Employee’s right to terminate Employee’s employment with the Company at any time, for any or no reason, with or without cause. Employee’s obligations to the Company as set forth in this Agreement will survive and remain in full force and effect upon the termination of Employee’s employment by either Party, regardless of the date, cause or manner of such termination.

2. Protection of Confidential Information .

a) Employee acknowledges that the Company will give Employee access to certain highly-sensitive confidential and proprietary information belonging to the Company (or to third

parties who have furnished such information under obligations of confidentiality) relating to and used in the Company’s business that derives independent actual or potential commercial value from not being generally known or available to the public (collectively, the “ Confidential Information ”). Employee acknowledges that, unless otherwise available to the public, Confidential Information includes, but is not limited to, the following categories of information and materials: financial statements and information related to the financial condition of the Company, including sales figures and profits; budgets, forecasts and projections; business and strategic plans; marketing, advertising, sales and distribution strategies and plans; research and development projects; records relating to any intellectual property developed by, owned by, controlled or maintained by the Company; information related to the Company’s inventions, research, products, designs, methods, formulae, techniques, systems, works of authorship, data, databases and processes; customer lists; prospective customer lists; supplier or distributor lists; mailing lists; price lists, pricing policies, quoting procedures and pricing strategies; non-public information relating to the Company’s customers, prospective customers, suppliers, distributors or investors; the specific terms of the Company’s agreements or arrangements or proposals, whether oral or written, with any customer, prospective customer, supplier, vendor or contractor with which the Company may be associated from time to time; information regarding a customer’s requirements and financial information; and any and all information relating to the operation of the Company’s business which the Company may from time to time designate as confidential or proprietary or that Employee reasonably knows should be, or has been, treated by the Company as confidential or proprietary. Confidential Information encompasses all formats in which information is preserved, whether electronic, print, oral, or any other form, including all originals, copies, notes, or other reproductions or replicas thereof.

b) Any trade secrets of the Company will be entitled to all of the protections and benefits under the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. § 66-152 et seq., and any other applicable law. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement.

c) Confidential Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of Employee or other violation of this Agreement; or (iii) is disclosed to Employee by a third party under no obligation to maintain the confidentiality of the information. For the avoidance of doubt, the exception for disclosure by third party in the preceding clause (iii) does not include any employee or other representative of the Company or any affiliate, regardless whether such person is determined to be under an obligation to maintain the confidentiality of the information.

d) Employee acknowledges that the Confidential Information is owned or licensed by the Company; is unique, valuable, proprietary and confidential; derives independent actual or potential commercial value from not being generally known or available to the public; and is subject to reasonable measures to protect its confidentiality. Employee hereby relinquishes, and agrees that Employee will not at any time claim, any right, title or interest of any kind in or to any Confidential Information.

e) During and after Employee’s employment with the Company, Employee will hold in trust and confidence all Confidential Information, and will not disclose any Confidential Information to any person or entity, except in the course of performing duties assigned by the Company or as authorized in writing by the Company. Employee further agrees that during and after Employee’s employment with the Company, Employee will not use any Confidential Information for any purpose, except in furtherance of the Company’s business during Employee’s employment with the Company.

f) The covenants in Section 2(e) above will not apply to any information to the extent that Employee is required to disclose such information by law, provided that the Employee (i) notifies the Company of the existence and terms of such obligation, (ii) gives the Company a reasonable opportunity to seek a protective or similar order to prevent or limit such disclosure, and (iii) only discloses that information actually required to be disclosed.

g) Notwithstanding the foregoing, nothing in this Agreement is meant to prohibit Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Employee shall not be required to obtain the prior authorization of the Company to make any such reports or disclosures and is not required to notify the Company that he has made such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his or her attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

h) Upon request during employment and immediately at the termination of Employee’s employment with the Company for any reason, Employee will return to the Company all Confidential Information in any form (including all copies and reproductions thereof) and all other property whatsoever of the Company in Employee’s possession or under Employee’s control. If requested by the Company, Employee will certify in writing that all such materials have been returned to the Company. Employee also expressly agrees that immediately upon the termination of Employee’s employment with the Company for any reason, Employee will cease using any secure website, computer systems, e-mail system, or phone system or voicemail service provided by the Company for the use of its employees.

3. Restrictive Covenants .

a) Definitions. As used in this Agreement, the following terms have the meanings given to such terms below.

i.      “ Customer ” means any person or entity who was a customer of the Company or the Related Entities at the time of, or in the twelve (12) months prior to, the termination of Employee’s employment with the Company, with whom Employee had dealings in the course of Employee’s employment with the Company, or about whom Employee learned or received Confidential Information in the course of Employee’s employment with Company.

ii.      “ Prospective Customer ” means any person or entity to whom, within the six (6) months prior to the termination of Employee’s employment, the Company or the Related Entities had provided information regarding their respective services, whether or not such person or entity has actually engaged those services, provided that the Company and/or the Related Entities have a legitimate expectation of doing business with such Prospective Customer and provided further that the Employee has had material business contacts with such person or entity on behalf of the Company and/or the Related Entities, whether such contact was initiated by the person or entity or by Employee.

iii.      “ Company Employee ” means any person who is or was an employee or independent contractor of the Company at the time of, or during the twelve (12) month period prior to, the termination of Employee’s employment with the Company for any reason.

iv.      “ Restricted Period ” means the period commencing on the date of termination of Employee’s employment with the Company for any reason and ending twelve (12) months after such date, provided, however, that this period will be tolled and will not run during any time Employee is in violation of this Section 3, it being the intent of the Parties that the Company is entitled to a full twelve (12)-month period free of Employee’s solicitation as described herein, such that the Restricted Period will be extended for any period of time in which Employee is in violation of this Section 3.

v.      “ Related Entities ” mean the subsidiaries and affiliates of the Company; provided that Employee has business dealings with (or accessed Confidential Information about) the customers of such entities during Employee’s employment with the Bank.

b) Non-Solicitation. Employee hereby agrees that during Employee’s employment and during the Restricted Period, Employee will not, directly or indirectly, on Employee’s own behalf or on behalf of any other party other than the Company:

i.      Call upon, solicit, divert, encourage or attempt to call upon, solicit, divert, or encourage any Customer or Prospective Customer for purposes of

providing services to such Customer or Prospective Customer that are similar to or competitive with those offered by the Company;

ii.      Accept as a customer any Customer or Prospective Customer for purposes of providing services to such Customer or Prospective Customer that are similar to or competitive with those offered by the Company;

iii.      Induce, encourage, or attempt to induce or encourage any Customer or Prospective Customer to reduce, limit, or cancel its business with the Company; or

iv.      Solicit, induce, or attempt to solicit or induce any Company Employee to terminate his or her employment with or engagement by the Company.

c) Acknowledgement. Employee acknowledges and agrees that the restrictive covenants in this Agreement (i) are essential elements of Employee’s employment by the Company and are reasonable given Employee’s access to the Company’s Confidential Information and the substantial knowledge and goodwill Employee will acquire with respect to the business of the Company as a result of Employee’s employment with the Company, and (ii) are reasonable in time, territory, scope, and all other respects. The Parties further agree that if any portion of this Section 3 is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, or other restrictions are deemed to be invalid or unreasonable in scope, the invalid or unreasonable terms will be replaced by terms that are valid and enforceable and that come closest to expressing the intention of such invalid or unenforceable terms.

4. Enforcement . Employee acknowledges and agrees that any breach or threatened breach of the provisions of Sections 2 or 3 of this Agreement would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company for such breach. Employee agrees that, in the event of a breach by Employee of any of Employee’s obligations under Sections 2 or 3 of this Agreement, the Company will be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief, and expedited discovery for the purpose of seeking relief, in order to prevent or to restrain any such breach. The rights and remedies described herein are cumulative (not alternative) and in addition to all other rights and remedies available to the Company at law, in equity, or otherwise.

5. Inventions .

a)      If at any time or times during Employee’s employment, Employee (either alone or with others) makes, conceives, discovers, reduces to practice or becomes possessed of any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) that relates to the business of the Company or

any of the products or services being developed, manufactured or sold by the Company or that may be used in relation therewith (“Inventions”), such Inventions and the benefits thereof will immediately become the sole and absolute property of the Company and its assigns. Employee will promptly disclose to the Company each such Invention, and hereby assigns any rights Employee may have or acquire in the Inventions and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation. Employee will further communicate, without cost or delay, and without publishing the same, all available information relating to such Inventions to the Company.

b)      Employee, without further consideration, will assign to the Company or its nominee all rights, title and interest in each Invention, whether or not patentable or copyrightable, and will at all times during employment and after cessation of employment for any reason assist the Company or its nominee in every proper way, but entirely at the Company’s or the Company’s nominee’s expense, to obtain for the Company’s or the nominee’s own benefit, patents, copyrights or other forms of protection for each Invention in any and all countries. From time to time, as may be requested by the Company, Employee shall, at the Company’s discretion, execute all papers and do all things that may be required to gain, protect or maintain the Company’s or its nominee’s rights in an Invention, whether or not such invention or product is or could be patented or copyrighted.

c)      Employee represents that the Inventions, if any, identified on Addendum A attached hereto, comprise all the unpatented and uncopyrighted Inventions that Employee has made or conceived prior to or otherwise not in connection with Employee’s employment by the Company, which Inventions are excluded from this Agreement. Employee understands that it is necessary only to list the title and purpose of such Inventions, but not details thereof. If Addendum A is blank, then there are no such inventions.

6. Miscellaneous .

a) Each provision of this Agreement is severable from every other provision of this Agreement. Any provision of this Agreement that is determined to be invalid or unenforceable by any court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

b) No amendment of any provision of this Agreement will be valid unless the amendment is in writing and signed by the Company and Employee.

c) The waiver by either Party of a breach or violation of any provision of this Agreement will not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

d) This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns and, in the case of the Employee, personal representatives. The Employee may not assign, delegate or otherwise transfer any of the

Employee’s rights, interests or obligations in this Agreement without the prior written approval of the Company. The Company may freely assign its rights and obligations under this Agreement and any successor or assign is expressly authorized to enforce all the terms and provisions of this Agreement.

e) This Agreement will be governed by the laws of the State of North Carolina without giving effect to any choice or conflict of law principles of any jurisdiction.

f) The Parties agree that any litigation arising out of or related to this Agreement will be brought exclusively in any state or federal court in New Hanover County, North Carolina. Each Party (i) consents to the personal jurisdiction of said courts, (ii) waives any venue or inconvenient forum defense to any proceeding maintained in such courts, and (iii) agrees not to bring any proceeding arising out of or relating to this Agreement in any other court.

g) This Agreement (inclusive of any applicable Restricted Stock Unit Award Agreement) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements (whether written or oral and whether express or implied) between the Parties to the extent related to the subject matter of this Agreement.

h) This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, all as of the dates shown below.

COMPANY:                            EMPLOYEE:

LIVE OAK BANKING COMPANY

Name:    [EMPLOYEE NAME]

Title:

ADDENDUM A

PRIOR INVENTIONS BY EMPLOYEE

The following is a complete list of all unpatented and uncopyrighted Inventions relevant to the subject matter of my employment by the Company that have been made or conceived by me prior to or otherwise not in connection with my employment by the Company.